LEF.L Regulatory News (LEF)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

6 February 2017

RECOMMENDED CASH OFFER (the "Offer")

for

Ludgate Environmental Fund Limited ("Ludgate" or the "Company")

by

Headway Investment Partners III L.P. ("Headway")

RESPONSE TO CORRECTED LUDGATE SHAREHOLDER DISCLOSURE

Headway notes the new Opening Position Disclosure released by Ludgate Investments Limited and Ocean Capital Holding II B.V. ("Ocean") on 3 February 2017, correcting Ocean's interest in Ludgate to 5,839,757 Ludgate Shares from the 5,839,798 Ludgate Shares previously disclosed (the "Amendment").

As a result of the Amendment, references in the Announcement released on 21 December 2016 and the Offer Document published on 18 January 2017 in respect of the irrevocable undertaking entered into by Ocean in connection with the Offer (the "Irrevocable Undertaking") are overstated by 41 Ludgate Shares (representing 0.00008 per cent of the issued Ludgate Shares).

The Irrevocable Undertaking, which is referred to in both the Announcement and the Offer Document, is therefore restated as being in respect of 5,839,757 Ludgate Shares, rather than the 5,839,798 Ludgate Shares previously referenced. The Announcement and the Offer Document should be read accordingly.

Unless otherwise stated, capitalised terms used herein but not defined have the same meanings as set out in the Offer Document.

Enquiries:

IMPORTANT NOTICES

Disclaimers

GCA Altium, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting for Headway and no one else in connection with the matters set out in this announcement. In connection with such matters, GCA Altium will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of GCA Altium or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither GCA Altium nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than Headway in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has been made solely through the Offer Document (together with, in the case of Ordinary Shares in certificated form, the Form of Acceptance) which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document (as updated by this announcement) and, in the case of Ordinary Shares in certificated form, the Form of Acceptance. Each Ludgate Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.

Overseas shareholders

The release, distribution or publication of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements

Publication on Website

A copy of this announcement will be available (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Ludgate's website www.ludgateenvironmental.com by no later than 12 noon (London time) on 7 February 2017.

Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.